Table of Contents. Management s Discussion and Analysis 1. Condensed Consolidated Financial Statements 39

Transcription

1 Q3 2018

2 Table of Contents Management s Discussion and Analysis 1 Condensed Consolidated Financial Statements 39 Notes to the Condensed Consolidated Financial Statements 43 Corporate Information IBC

3 Management s discussion and analysis (All square footages in our tables are presented in thousands and all dollar amounts in our tables are presented in thousands of Canadian dollars, except for rental rates, Unit and per Unit amounts, or unless otherwise stated.) SECTION I FINANCIAL HIGHLIGHTS KEY PERFORMANCE INDICATORS Performance is measured by these and other key indicators: As at September 30, December 31, 2018 (1) 2017 (1) Total portfolio Number of properties Gross leasable area ( GLA ) (in millions of sq. ft.) Occupancy rate including committed 96.8% 96.6% Occupancy rate in-place 95.5% 95.7% Average occupancy for the period 95.5% 95.8% Average in-place base rent per sq. ft. Canada $ 7.22 $ 7.17 Average in-place base rent per sq. ft. U.S. (US$) $ 3.93 $ 4.08 Weighted average remaining lease term (years) Estimated market rent in excess of in-place rent Canada (2) 3.7% 3.1% Estimated market rent in excess of in-place rent U.S. (2) 0.8% 0.7% Three months ended September 30, Nine months ended September 30, Operating results Investment properties revenue $ 47,597 $ 42,091 $ 143,458 $ 127,622 Net rental income 33,665 29,037 98,738 86,374 Net operating income ( NOI ) (3) 33,665 29,037 98,738 86,374 Net income 29,960 9,091 91,073 15,193 Funds from operations ( FFO ) (3) 22,749 18,708 64,106 54,969 Distributions Total distributions (4) $ 19,211 $ 14,033 $ 53,122 $ 41,655 Distribution Reinvestment and Unit Purchase Plan ( DRIP ) participation rate (4) 37.4% 36.1% 38.2% 35.9% Per Unit amounts Distribution rate $ 0.17 $ 0.17 $ 0.52 $ 0.52 FFO (basic) (3)(5) FFO (diluted) (3)(5) FFO payout ratio (6) 85.0% 76.1% 82.0% 77.1% As at September 30, December 31, Financing Weighted average effective interest rate (7) 3.72% 3.88% Weighted average face interest rate (7) 3.62% 3.75% Weighted average remaining term to maturity (years) Interest coverage ratio (times) (3) year-to-date Level of debt (net debt-to-assets) (3) 44.3% 47.9% Net debt-to-adjusted EBITDA (3) Unencumbered assets (8) $ 209,703 $ 113,191 (1) Excludes property or properties held for sale. (2) Estimated market rents are management s estimates and are based on current period leasing fundamentals. The current estimated market rents are at a point in time and are subject to change based on future market conditions. Dream Industrial REIT 2018 Third Quarter Report 1

4 (3) NOI, FFO, interest coverage ratio, level of debt (net debt-to-assets) and net debt-to-adjusted EBITDA are non-gaap measures. See Non-GAAP measures and other disclosures for a description of these non-gaap measures. (4) A description of total distributions and DRIP participation rate can be found under the heading Our equity. (5) A description of the determination of basic and diluted amounts per Unit can be found under the heading Non-GAAP measures and other disclosures. (6) FFO payout ratio is calculated as the ratio of the distribution rate to diluted FFO per Unit. (7) A description of weighted average effective interest rate and weighted average face interest rate can be found under the heading Our financing. (8) A description of unencumbered assets can be found under the heading Non-GAAP measures and other disclosures. Unencumbered assets includes property or properties held for sale. BASIS OF PRESENTATION Our discussion and analysis of the financial position and results of operations of Dream Industrial Real Estate Investment Trust ( Dream Industrial REIT or Dream Industrial or the Trust ) should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2017 and the condensed consolidated financial statements for the nine months ended September 30, This MD&A is dated as at November 6, For simplicity, throughout this discussion, we may make reference to the following: REIT Units, meaning units of the Trust, excluding Special Trust Units LP B Units and subsidiary redeemable units, meaning the Class B limited partnership Units of Dream Industrial LP Units, meaning REIT Units and LP B Units When we use terms such as we, us and our, we are referring to Dream Industrial REIT and its subsidiaries. Estimated market rents disclosed throughout the MD&A are management s estimates and are based on current period leasing fundamentals. The current estimated market rents are at a point in time and are subject to change based on future market conditions. Certain information herein contains or incorporates comments that constitute forward-looking information within the meaning of applicable securities legislation, including but not limited to statements relating to the Trust s objectives, strategies to achieve those objectives, the Trust s beliefs, plans, estimates, projections and intentions, and similar statements concerning anticipated future events, future growth, results of operations, performance, business prospects and opportunities, acquisitions or divestitures, tenant base, future maintenance and development plans and costs, capital investments, financing, the availability of financing sources, income taxes, vacancy and leasing assumptions, litigation and the real estate industry in general in each case they are not historical facts. Forward-looking statements generally can be identified by words such as outlook, objective, strategy, may, will, would, expect, intend, estimate, anticipate, believe, should, could, likely, plan, project, budget or continue, or similar expressions suggesting future outcomes or events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Trust s control, which could cause actual results to differ materially from those disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, general and local economic and business conditions; the financial condition of tenants; our ability to refinance maturing debt; leasing risks, including those associated with the ability to lease vacant space; our ability to source and complete accretive acquisitions; and interest rates. Although the forward-looking statements contained in this MD&A are based on what we believe are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. Factors that could cause actual results to differ materially from those set forth in the forward-looking statements and information include, but are not limited to, general economic conditions; local real estate conditions, including the development of properties in close proximity to the Trust s properties; timely leasing of vacant space and re-leasing of occupied space upon expiration; dependence on tenants financial condition; the uncertainties of acquisition activity; the ability to effectively integrate acquisitions; interest rates; availability of equity and debt financing; our continued compliance with the real estate investment trust ( REIT ) exemption under the specified investment flow-through trust ( SIFT ) legislation; and other risks and factors described from time to time in the documents filed by the Trust with securities regulators. All forward-looking information is as of November 6, Dream Industrial does not undertake to update any such forwardlooking information whether as a result of new information, future events or otherwise, except as required by applicable law. Additional information about these assumptions, risks and uncertainties is contained in our filings with securities regulators. Certain filings are also available on our website at Dream Industrial REIT 2018 Third Quarter Report 2

5 BACKGROUND Dream Industrial REIT is an unincorporated, open-ended real estate investment trust which provides investors with the opportunity to invest in a pure-play industrial REIT based in Canada with a growing presence in the U.S. Our REIT Units are listed on the Toronto Stock Exchange under the trading symbol DIR.UN. As of the date of this MD&A, excluding the asset held for sale, we own 223 primarily light industrial income-producing properties totalling 20.2 million square feet of gross leasable area ( GLA ). Our properties are located in key industrial markets across Canada and the U.S. OUR OBJECTIVES We are committed to: Managing our business to provide growing cash flow and stable and sustainable returns, through adapting our strategy and tactics to changes in the real estate industry and the economy; Building and maintaining a diversified, growth-oriented portfolio of industrial distribution and warehousing properties in major markets, based on an established platform; Providing predictable and sustainable cash distributions to unitholders while prudently managing our capital structure over time; and Maintaining a REIT that satisfies the REIT exception under the SIFT legislation in order to provide certainty to unitholders with respect to taxation of distributions. OUR STRATEGY Dream Industrial REIT is a growth-oriented owner of income-producing industrial properties across key markets in Canada and the U.S., providing stable and predictable distributions to unitholders on a tax-efficient basis. Our strategy is to grow our portfolio by investing in key markets to generate stable cash flows for our unitholders. We will continue to review and modify our strategy to meet the ever changing real estate and economic conditions. Our strategy includes: Optimizing the performance, value and cash flow of our portfolio We actively manage our assets to optimize performance, maintain value, retain and attract tenants and maximize cash flows to our unitholders. Dream Industrial REIT employs experienced staff in all markets where we are active. We strive to ensure that our assets are the most attractive and cost-effective premises for our tenants. Maintaining and strengthening our conservative financial profile We operate our business in a disciplined manner with a strong focus on maintaining a conservative financial structure. We actively manage our mortgage maturity profile, maintain a conservative debt ratio and generate cash flows sufficient to fund our distributions. Growing and diversifying our portfolio to reduce risk We seek to grow and diversify our portfolio to increase value on a per Unit basis, further improve the sustainability of our distributions, strengthen our tenant profile and mitigate risk. We anticipate that growing our portfolio will also reduce our cost of capital, allowing us to both refinance existing mortgages at competitive rates and increase our ability to competitively bid on acquisition opportunities. We have experience in each of Canada s key real estate markets, which we believe will provide us with the flexibility to pursue acquisitions in whichever Canadian markets offer compelling investment opportunities. Through an affiliate of PAULS Corp, LLC ( PAULS Corp ) and the Trust s asset manager, Dream Asset Management Corporation, the Trust has access to the U.S. market and PAULS Corp s operational platform in the U.S. Seeking accretive growth opportunities Dream Industrial REIT seeks to invest in desirable, highly functional properties located in major industrial centres that are well leased on a long-term basis to quality tenants. When evaluating acquisitions we consider a variety of criteria, including per Unit accretion; replacement cost of the asset, its functionality and appeal to future tenants; and how the asset complements our existing portfolio. Dream Industrial REIT 2018 Third Quarter Report 3

6 FINANCIAL OVERVIEW Dream Industrial continued to deliver on its strategic initiatives with two acquisitions in the third quarter, 721,000 square feet in Columbus, Ohio and 205,000 square feet in the Greater Toronto Area ( GTA ). The Columbus properties and the GTA property are all fully leased with a weighted average lease term ( WALT ) of approximately 6.6 years. The Trust continues its positive operational momentum with 14.3% overall NOI (a non-gaap measure) growth and 1.7% comparative properties NOI (a non-gaap measure) growth for the nine months ended September 30, 2018, compared to the same period last year. Occupancy remains strong at 96.8%, up 20 basis points ( bps ) from the previous quarter. During the quarter, occupancy in Western Canada increased by 130 bps from 92.9% at June 30, 2018 to 94.2% at September 30, For leases transacted during the nine months ended September 30, 2018, average rental spreads to the expiring rents for Ontario and Québec were higher by 12.3% and 8.2%, respectively. The renewal spreads for the total portfolio for the quarter were 2.7% higher than the expiring rates with increases of 3.2% in Ontario, 8.2% in Québec and 1.1% in Eastern Canada, respectively, offset by a decrease of 3.5% in Western Canada, where we remain focused on occupancy growth. Our net asset value ( NAV ) (a non-gaap measure) continued to grow with an increase of $0.77, or 8.2%, compared to December 31, 2017, reflecting higher investment property values. Our balance sheet remains strong with our level of debt (net debt-to-assets) (a non-gaap measure) at 44.3% and liquidity (a non-gaap measure) of $86.8 million, comprised of $78.4 million available on our credit facility and the remainder from cash and cash equivalents. With a strong balance sheet and acquisitions that improve the overall quality of our investment property portfolio, we have set the foundation for further growth for the remainder of 2018 and in Net income for the three months ended September 30, 2018 was $30.0 million, compared to $9.1 million in the prior year comparative quarter. For the nine months ended September 30, 2018, net income was $91.1 million, compared to $15.2 million in the prior year comparative period. Net income increased due to higher net rental income and positive fair value adjustments to investment properties attributed to higher investment property valuations, offset by fair value adjustments on the Trust s subsidiary redeemable units as the Trust s unit price increased. The fair value adjustments are excluded from the calculation of FFO. Diluted FFO per Unit (a non-gaap measure) for the three months ended September 30, 2018 was $0.21, compared to $0.23 in the prior year comparative quarter. For the nine months ended September 30, 2018, diluted FFO was $0.64, compared to $0.68 in the prior year comparative period. The increase from overall NOI growth was offset by lower leverage, as well as the timing of reinvesting proceeds from the equity offering in June NAV per Unit as at September 30, 2018 was $10.12, an increase of $0.77, or 8.2%, compared to December 31, 2017, reflecting higher investment property values. Comparative properties NOI (a non-gaap measure) for the three months ended September 30, 2018 increased 0.6% over the prior year comparative quarter. Comparative properties NOI was $29.5 million for the three months ended September 30, 2018 ($29.3 million for the three months ended September 30, 2017). For the nine months ended September 30, 2018, comparative properties NOI increased 1.7% over the prior year comparative period. Comparative properties NOI was $88.5 million for the nine months ended September 30, 2018 ($87.0 million for the nine months ended September 30, 2017). The increase is due to higher average occupancy and higher rental rates in Ontario, higher average occupancy in Eastern Canada and higher rental rates in Québec, offset by lower average occupancy in Western Canada. In-place occupancy (including committed space) for our total portfolio remained strong at 96.8% at September 30, 2018, compared to 96.6% at June 30, For our comparative portfolio, in-place occupancy was unchanged at 96.1% at September 30, In Western Canada, occupancy increased by 130 bps due to stronger leasing activity led by Calgary. Occupancy was relatively stable in Ontario and Eastern Canada, with Québec down 90 bps due to two early terminations. Our U.S. portfolio was unchanged at 100%. Our occupancy at September 30, 2018 includes 263,000 square feet of commitments on vacant space, all of which will commence in the next two quarters. Leasing activity during the quarter consisted of 733,000 square feet of new leases and renewals, compared to 714,000 square feet of expiries and terminations during the quarter. Approximately 70.6% of our expiries were renewed during the quarter and, including the relocation of tenants within our portfolio, the retention ratio was 78.2%. The average remaining lease term at September 30, 2018 was 4.1 years. Dream Industrial REIT 2018 Third Quarter Report 4

7 In-place rents for the Canadian portfolio were $7.22 per square foot; in-place rents for the U.S. portfolio were US$3.93 per square foot. Renewals for the quarter were completed at $7.22 per square foot, or 2.7% higher than expiring rates. New leases were completed at $7.73 per square foot. Renewal spreads for the three months ended September 30, 2018 were positive in Ontario, Québec and Eastern Canada, with renewals completed at rental rates 3.7% higher than the expiring rental rates. We early renewed a 210,000 square foot tenant in Ontario expiring in The existing lease had no scheduled rent increases for the remaining term, and with this renewal agreement, we negotiated a 1.9% increase effective this quarter with an additional 13% increase in mid-2019, the latter of which is not reflected in the third quarter renewal spread. In Québec, for the renewals commencing in the quarter, renewal spreads were 8.2% higher than expiring rents. In Western Canada, renewal spreads for the three months ended September 30, 2018 were 3.5% lower than the expiring rents. The Trust is focused on maximizing occupancy while prudently investing capital in Western Canada and is well-positioned to report improved results as the market recovers. For leases transacted during the nine months ended September 30, 2018, average rental spreads to the expiring rents for Ontario and Québec were higher by 12.3% and 8.2%, respectively. Estimated market rents for the Canadian portfolio were $7.49 per square foot; estimated market rents for the U.S. portfolio were US$3.96 per square foot. In our Canadian portfolio, market rents were 3.7% above in-place rents, reflecting strong demand for industrial space across all regions and primarily in Ontario. Leasing and tenant profile remained stable. Our lease maturities profile remains staggered and the tenant base remains diversified. Investment properties at September 30, 2018 totalled 20.1 million square feet and were valued at $2.1 billion, reflecting a weighted average capitalization rate of 6.34% on stabilized NOI (a non-gaap measure). Compared to December 31, 2017, our comparative property values increased by $96.6 million. The increases were driven by Ontario and Québec where the property values increased by $77.1 million and $28.8 million, respectively, due to leasing activity, lower capitalization rates and higher market rents. In Eastern Canada and Western Canada, comparative property values increased by $2.9 million and decreased by $12.2 million, respectively, due to leasing activity, and property-specific changes in capitalization and market rents. The Trust further expanded in the GTA and entered the Columbus industrial market. On August 2, 2018, the Trust completed the acquisition of a 205,000 square foot, fully leased, Class A multi-tenant industrial property in the GTA for a purchase price of $37.4 million. On September 6, 2018, the Trust completed the acquisition of two fully leased properties totalling 721,000 square feet in Columbus, Ohio, for a purchase price of $81.2 million. Subsequent to the quarter, on October 24, 2018, the Trust purchased a 121,000 square foot, fully leased Class A distribution facility located in the Greater Montréal Area for a purchase price of $13.6 million, excluding transaction costs. The purchase was financed with working capital and the Trust s revolving credit facility. Total debt as at September 30, 2018 was $926.2 million. The weighted average remaining term on our total debt was 4.3 years, and the weighted average face interest rate was 3.62%. On August 2, 2018, the Trust early redeemed the 5.25% convertible debentures at par. The Trust paid $111.8 million in aggregate, representing $111.3 million in principal outstanding on the redemption date and $0.5 million in accrued interest. As at September 30, 2018, the Trust had $8.4 million of cash and cash equivalents, $78.4 million available to be drawn on the revolving credit facility, and $209.7 million of unencumbered assets. Dream Industrial REIT 2018 Third Quarter Report 5

8 OUR PROPERTIES Dream Industrial REIT owns and operates a diversified portfolio of industrial distribution and warehousing properties located in key markets across Canada and in the U.S. As at September 30, 2018, our portfolio consists of 222 properties comprising 20.1 million square feet of GLA. Our properties are located in desirable business parks, situated close to highways and generally considered functional and well suited for their respective markets. The occupancy rate across our portfolio is 96.8%. Our occupancy rate includes lease commitments totalling approximately 263,000 square feet for space that is currently being readied for occupancy but for which rental revenue is not yet being recognized. Our properties are geographically diversified as follows: September 30, 2018 (1) December 31, 2017 (1) Number of Owned GLA % of owned Number of Owned GLA % of owned properties (sq. ft.) GLA properties (sq. ft.) GLA Western Canada 83 5, , Ontario 59 5, , Québec 36 3, , Eastern Canada 37 2, , U.S. 7 3, Total , , (1) Excludes property or properties held for sale. Our portfolio, totalling 20.1 million square feet, consists of 12.7 million square feet, or 63% of total GLA, of multi-tenant buildings, and 7.4 million square feet, or 37% of total GLA, of single-tenant buildings. Of the 7.4 million square feet of singletenant space, 2.7 million square feet is located in Ontario, 2.1 million is located in Québec and 1.8 million is located in the U.S. Multi-tenant space is distributed more evenly throughout the portfolio, with a relatively higher concentration of 4.3 million square feet in Alberta and Saskatchewan. The differences between single- and multi-tenant buildings can be seen in the following operating metrics: Average tenant size single tenants typically occupy significantly more space on an individual basis than those tenants in multi-tenant buildings; Average lease term single tenants typically have lease terms that are significantly longer than those for multi-tenant buildings, which tends to offset the concentration risk of having a large single tenant in a building; and Average in-place rents per square foot they are typically moderately higher in multi-tenant buildings. Multi-tenant buildings with shorter lease terms allow a landlord to bring rents to market rates on a more frequent basis, thereby taking advantage of supply-constrained market conditions. Small-bay multi-tenant buildings tend to have higher construction costs and tend to be located in denser urban markets, which increases the barriers to competition from new supply. Selective ownership of single-tenant buildings provides a source of stable cash flow with relatively less management effort required. In addition to the geographic distribution, maintaining a balance of the two building types in the portfolio is part of our diversification strategy. Dream Industrial REIT 2018 Third Quarter Report 6

9 SECTION II EXECUTING THE STRATEGY OUR OPERATIONS The following key performance indicators related to our operations influence the cash generated from operating activities: Occupancy At September 30, 2018, the overall percentage of occupied and committed space across our portfolio remained high at 96.8%. Occupancy increased by 0.2% and 0.1%, respectively, when compared to June 30, 2018 and September 30, On a comparative properties basis, occupancy at September 30, 2018 was stable at 96.1%, when compared to June 30, 2018 and September 30, Total portfolio (1) Comparative properties (2) September 30, June 30, September 30, September 30, June 30, September 30, (percentage) Western Canada Ontario Québec Eastern Canada Total Canada U.S Total Portfolio size (millions of sq. ft.) (1) Excludes property or properties held for sale. (2) Comparative properties include assets owned by the Trust as at July 1, 2017 and excludes property held for sale as at September 30, Occupancy roll-forward Leasing activity for the quarter included approximately 459,000 square feet of renewals and approximately 274,000 square feet of new leases. The following table details the change in occupancy (including committed) during the three and nine months ended September 30, 2018: For the three For the nine Weighted months ended Weighted months ended average September 30, average September 30, rate 2018 As a % of rate 2018 As a % of per sq. ft. (sq. ft.) total GLA per sq. ft. (sq. ft.) total GLA Occupancy (including committed) at beginning of period 18, % 16, % Vacancy committed for future occupancy (275) (1.4%) (154) (0.9%) Occupancy in-place at beginning of period 18, % 16, % Acquired occupancy % 2, % Reclassification from assets held for sale 98 Occupancy in-place after the above adjustments 19, % 19, % Expiries (all leases) $ 7.07 (650) (3.2%) $ 7.05 (2,538) (12.6%) Early terminations and bankruptcies $ 7.90 (64) (0.3%) $ 7.18 (260) (1.3%) New leases $ % $ % Renewals $ % $ , % Occupancy in-place September 30, , % 19, % Vacancy committed for future occupancy % % Occupancy (including committed) September 30, , % 19, % Dream Industrial REIT 2018 Third Quarter Report 7

10 The committed occupancy on vacant space based on existing contractual commitments at September 30, 2018 totalled 263,000 square feet, all of which will be occupied in the next two quarters. For the three months ended For the nine months ended September 30, 2018 September 30, 2018 Tenant renewal ratio (1) 70.6% 75.9% Expiring rents on renewed space (per sq. ft.) $ 7.03 $ 6.78 Renewal to expiring rent spread (per sq. ft.) (2) $ 0.19 $ 0.02 (1) Tenant renewal ratio is calculated as the ratio of total square feet of renewals over expiries. (2) Renewal to expiring rent spread is calculated as the difference between the rates at which the renewals commenced and the expiring rents on the renewed space. The tenant renewal ratio for the portfolio was 70.6% during the quarter. Including relocations of existing tenants (excluding their expansion space), the retention ratio was 78.2%. Completed renewals for the quarter commenced at $7.22 per square foot, or 2.7% higher than the expiring rates. The tenant renewal ratio for the portfolio was 75.9% for the nine months ended September 30, Including relocations of existing tenants (excluding their expansion space), the retention ratio was 79.6%. Completed renewals for the nine months ended September 30, 2018 commenced at $6.80 per square foot, or 0.3% higher than the expiring rates. For the three months ended September 30, 2018, renewal spreads in Ontario, Québec and Eastern Canada were 3.7% higher than expiring rates. Renewal spreads in Québec were 8.2% higher than the expiring rates for the quarter, mainly due to three tenants totalling 45,317 square feet at 13.3% renewal spreads. Renewal spreads in Ontario were 3.2% higher than the expiring rates for the quarter. The largest renewal in Ontario represented 77% of total renewals in the region and was completed at a 1.9% renewal spread with a further 13% increase in mid The latter increase is not reflected in this quarter s renewal spread. Renewal spreads in Western Canada were lower by 3.5%. We continue to be focused on occupancy, including built-in growth on lease deals through contractual rent bumps, and controlling leasing costs. For the nine months ended September 30, 2018, renewal spreads in Ontario, Québec and Eastern Canada were 2.6% higher than expiring rates. Renewal spreads in Western Canada were 6.8% lower for similar reasons discussed above. Rental rates The following table details the average in-place base rent, estimated market rent and average remaining lease term for our total portfolio as at September 30, 2018 and December 31, September 30, 2018 (1) December 31, 2017 (1) Average Average Average Estimated remaining Average Estimated remaining in-place market lease term in-place market lease term Total portfolio base rent rent (2) (years) base rent rent (2) (years) Western Canada $ 8.86 $ $ 8.87 $ Ontario Québec Eastern Canada Total Canada U.S. (US$) Total $ $ 4.1 $ $ 4.0 (1) Excludes property or properties held for sale. (2) Estimate only; based on current market rents with no allowance for increases in future years. Subject to changes in market conditions in each market. The average in-place base rent for our Canadian portfolio increased to $7.22 per square foot at September 30, 2018, compared to $7.17 per square foot at December 31, Average in-place rent has remained stable in Western Canada and has increased across all other Canadian regions. The average in-place base rent for our U.S. portfolio was US$3.93 per square foot at September 30, 2018, which reflects the in-place rent for all our U.S. properties, including the properties acquired in Dream Industrial REIT 2018 Third Quarter Report 8

11 Estimated market rent represents management s best estimate of the net rental rate that would be achieved in a new arm s length lease in the event that a unit becomes vacant after a reasonable marketing period with an inducement and lease term appropriate for the particular space. Market rent by property is reviewed regularly by our leasing and portfolio management teams. Market rents may differ by property or by unit and depend upon a number of factors. Some of the factors considered include the condition of the space, the location within the building, the amount of office build-out for the units, lease term and a normal level of tenant inducements. Market rental rates are also compared against the external appraisal information that is gathered on a quarterly basis as well as other external market data sources. During the third quarter, for our Canadian portfolio, estimated market rents were $0.27, or 3.7% higher than average in-place rents, representing strong demand for industrial space across all regions. For our U.S. portfolio, estimated market rents were $0.03, or 0.8% higher than average in-place rents. Leasing and tenant profile Overall, our average remaining lease term is 4.1 years and our average tenant size is 14,600 square feet. Our single-tenant buildings have an average remaining lease term of 5.0 years and our multi-tenant buildings have an average remaining lease term of 3.5 years. The following table details our lease maturity profile, net of renewals and new leases completed, by region at September 30, 2018: Vacancy, net of Remainder of (in sq. ft., except %) commitments Total Western Canada ,586 5,058 Ontario ,898 5,099 Québec ,477 3,765 Eastern Canada ,661 U.S ,038 3,488 Total portfolio Total GLA ,406 2,395 2,226 3,425 8,640 20,071 Percentage of total GLA Our lease maturity profile, net of renewals, remains staggered. Lease expiries, net of committed occupancy as a percentage of total GLA between 2018 and 2022, range from 3.2% to 17.1% lease expiry profile Western Eastern Total (in sq. ft., except %) Canada Ontario Québec Canada portfolio 2018 expiries (as at September 30, 2018) (1) (229) (315) (36) (237) (817) Expiries committed for renewals Expiries, net of renewals (as at September 30, 2018) (83) (107) (19) (125) (334) 2018 vacancy (as at September 30, 2018) (400) (90) (199) (198) (887) Vacancy committed for future occupancy vacancy, net of commitments for occupancy (as at September 30, 2018) (293) (65) (103) (184) (645) Total commitments as a % of expiries (as at September 30, 2018) (2) 110.5% 74.0% 313.9% 53.2% 88.7% (1) There are no 2018 expiries for the U.S. portfolio. (2) In Western Canada, we have obtained leasing commitments on 110.5% of the remaining 2018 expiring tenancies, which translates into addressing 100% of the remaining 2018 expiring tenancies and increasing occupancy by approximately 24,000 square feet, or 10.5%, of the remaining 2018 expiring tenancies. In Québec, we have obtained leasing commitments on 313.9% of the remaining 2018 expiring tenancies, which translates into addressing 100% of the remaining 2018 expiring tenancies and increasing occupancy by approximately 77,000 square feet of the remaining 2018 expiring tenancies. As at September 30, 2018, leasing commitments of approximately 88.7% of 2018 expiring tenancies had been obtained. Dream Industrial REIT 2018 Third Quarter Report 9

12 Initial direct leasing costs and lease incentives Initial direct leasing costs include leasing fees and related costs and broker commissions related to negotiating and arranging tenant leases. Lease incentives include costs incurred to make leasehold improvements to tenant spaces and cash allowances. Initial direct leasing costs and lease incentives are dependent upon asset type, lease terminations and expiries, the mix of new leasing activity compared to renewals, portfolio growth and general market conditions. Short-term leases generally have lower costs than long-term leases. During the nine months ended September 30, 2018, a total of 2,625,000 square feet was leased and occupied with related costs of $7.4 million, representing an average rate of $2.82 per square foot leased (September 30, 2017 $2.45 per square foot). Excluded from these costs are fully recoverable leasing costs of $3.0 million for an early renewal in Ontario on a singletenant building, $0.7 million for a ten-year renewal in Ontario on a single-tenant building, and $0.4 million on a single-tenant building in Eastern Canada, in addition to our contractual base rent. Performance indicators Total Operating activities Portfolio size (sq. ft.) 20,071 Occupied and committed 96.8 % Square footage leased and occupied in ,625 Lease incentives and initial direct leasing costs for square footage leased and occupied in 2018 $ 7,398 Tenant base profile Our tenant base consists of a diverse range of high-quality businesses and, with 1,329 tenants, we believe our exposure to any single large lease or tenant is low. The average size of our tenants is 14,600 square feet, averaging 103,000 square feet across our single-tenant buildings and 9,600 square feet across our multi-tenant buildings. The following table outlines the contributions of our top ten tenants to our annualized gross rental revenue as of September 30, 2018: Annualized Weighted average Owned area Owned area gross rental revenue remaining lease term Tenant (sq. ft.) (%) (%) (years) Nissan North America Inc. 1, Spectra Premium Industries Inc TC Transcontinental Gienow Windows & Doors Inc Accel Inc Molson Breweries Properties United Agri Products Canada Inc West Marine Products, Inc Coca-Cola Refreshments USA Solae LLC Total 4, On an annualized gross rental revenue basis, no single tenant represents more than 5% of the annualized gross rental revenue of the portfolio. The weighted average remaining lease term for the top ten tenants is 5.7 years, which provides stability and predictability of income. Dream Industrial REIT 2018 Third Quarter Report 10

13 OUR RESOURCES AND FINANCIAL CONDITION Investment properties At September 30, 2018, the fair value of our investment property portfolio was $2.1 billion, reflecting a weighted average capitalization rate ( cap rate ) of 6.34% on stabilized NOI (a non-gaap measure), excluding property management income. The valuation approach for investment properties uses both the direct capitalization method and the discounted cash flow method. The results of both methods are evaluated by considering the reasonableness of the range of values calculated under both methods. Fair value of a property is determined at the point within that range that is most representative of the fair value in the circumstances. The direct capitalization method applies a cap rate to stabilized NOI and incorporates allowances for vacancy and management fees. The resulting capitalized value is further adjusted for extraordinary costs to stabilize income and non-recoverable capital expenditures, where applicable. Individual properties were valued using cap rates in the range of 5.00% to 9.25%. The discounted cash flow method discounts the expected future cash flows, generally over a term of ten years, and uses discount rates and terminal capitalization rates specific to each property. The fair value of our investment properties is set out below: Total portfolio (1) September 30, December 31, Western Canada $ 626,227 $ 638,535 Ontario 588, ,585 Québec 322, ,110 Eastern Canada 252, ,030 U.S. 274,778 74,728 Total $ 2,065,211 $ 1,722,988 (1) Excludes property or properties held for sale. Comparative portfolio (1) September 30, December 31, Western Canada $ 609,327 $ 621,535 Ontario 554, ,885 Québec 322, ,110 Eastern Canada 252, ,030 Total $ 1,739,233 $ 1,642,560 (1) Includes properties owned by the Trust as at January 1, 2017 and excludes property held for sale at September 30, Capitalization rate information for our investment properties is set out in the tables below for both our total portfolio and comparative portfolio: Total portfolio (1) September 30, 2018 December 31, 2017 Weighted Weighted Range (%) average (%) Range (%) average (%) Western Canada Ontario Québec Eastern Canada U.S Total (1) Excludes property or properties held for sale. Dream Industrial REIT 2018 Third Quarter Report 11

14 Comparative portfolio (1) September 30, 2018 December 31, 2017 Weighted average (%) Range (%) Weighted average (%) Range (%) Western Canada Ontario Québec Eastern Canada Total (1) Includes properties owned by the Trust as at January 1, 2017 and excludes property held for sale at September 30, The fair value of our comparative portfolio increased by $96.6 million from $1,642.6 million at December 31, 2017 to $1,739.2 million at September 30, 2018, primarily due to strong industrial market conditions in Ontario and Québec. On a regional basis, the total fair value increase comprises increases of $77.1 million in Ontario, $28.8 million in Québec and $2.9 million in Eastern Canada, offset by a decrease of $12.2 million in Western Canada. Year-to-date, for our comparative portfolio, the Trust obtained external appraisals on 27 properties and obtained external independent data from its appraisers on the market assumptions used for internally valued properties. On a regional basis, external appraisals were completed for four properties in Western Canada, nine in Ontario, nine in Québec and five in Eastern Canada. The fair value of externally appraised properties increased by $25.2 million from $234.9 million at December 31, 2017 to $260.1 million at September 30, On a regional basis, the movement in externally valued properties comprises increases of $22.9 million in Ontario, $5.5 million in Québec and $0.7 million in Eastern Canada, offset by a decrease of $3.9 million in Western Canada. In Ontario and Québec, the value changes in externally appraised properties were driven by higher underlying cash flows and market rents, and lower capitalization rates. In Western Canada, the value changes in externally appraised properties were driven by leasing activity and market rents. Year-to-date, for our comparative portfolio, the fair value of the internally appraised properties increased by $71.4 million from $1,407.7 million at December 31, 2017 to $1,479.1 million at September 30, On a regional basis, the movement in internally valued properties comprises increases of $54.3 million in Ontario, $23.2 million in Québec and $2.2 million in Eastern Canada, offset by a decrease of $8.3 million in Western Canada. The value changes in internally appraised properties were primarily driven by leasing activity, capitalization rates and market rents. In Western Canada, for our comparative portfolio, the fair value of the investment properties declined by $12.2 million, of which $8.9 million related to Alberta and $3.3 million related to Saskatchewan. Two properties in Saskatchewan and two in Alberta were externally appraised, resulting in a fair value decrease of $3.9 million due to lower market rents. The remaining properties were internally appraised and the value changes were primarily driven by changes in market rents and leasing activity. Building improvements and leasing costs The table below represents costs incurred during the periods ended September 30: Three months ended September 30, Nine months ended September 30, Building improvements Recoverable capital expenditures $ 4,185 $ 3,459 $ 8,537 $ 7,777 Non-recoverable capital expenditures Other capital expenditures 410 1,811 1,532 3,058 Initial direct leasing costs and lease incentives Leasing costs 4,513 2,202 11,665 7,289 Total $ 9,336 $ 7,747 $ 22,357 $ 19,024 Recoverable capital expenditures are recovered from tenants in accordance with their leases over the useful life of the building improvements plus an imputed interest charge and management fee. Approximately 90% of eligible capital expenditure recoveries are collected annually. Dream Industrial REIT 2018 Third Quarter Report 12

15 Other capital expenditures include upgrades completed on certain properties that are expected to increase the Trust s ability to attract tenants and obtain higher rental rates. For the three months ended September 30, 2018, other capital expenditures were $0.4 million (September 30, 2017 $1.8 million). For the nine months ended September 30, 2018, other capital expenditures were $1.5 million (September 30, 2017 $3.1 million). Leasing costs include landlord s work, broker commissions and tenant improvements. For tenancies commenced during the nine months ended September 30, 2018, leasing costs include accrued committed costs over the full lease term. For the nine months ended September 30, 2018, accrued committed leasing costs are $4.0 million. Included in leasing costs for the three and nine months ended September 30, 2018 are fully recoverable leasing costs of $3.0 million for an early renewal in Ontario on a single-tenant building, $0.7 million for a ten-year renewal in Ontario on a single-tenant building and $0.4 million relating to a single-tenant occupancy in Eastern Canada, in addition to our contractual base rent. Acquisitions The following acquisitions were completed during the nine months ended September 30, 2018: Purchase price Interest Acquired Occupancy allocated to acquired GLA on acquisition investment (%) (sq. ft.) (%) properties (1) Date acquired 860 Marine Drive, Charlotte, North Carolina , $ 35,766 January 16, Southpoint Drive, Memphis, Tennessee , ,343 January 16, Holmescrest Lane, Memphis, Tennessee , ,349 January 16, The West Mall, Etobicoke, Ontario , ,382 August 2, Smith s Mill Road, Columbus, Ohio , ,949 September 6, Smith s Mill Road, Columbus, Ohio , ,246 September 6, 2018 Total 2,783,111 $ 234,035 (1) Includes transaction costs and capitalized capital commitment costs. On January 16, 2018, the Trust acquired one single-tenant property in Charlotte, North Carolina, and two multi-tenant properties in Memphis, Tennessee, for a total purchase price of $115,458 including transaction costs and capital commitment costs with a combined remaining lease term at acquisition of 6.0 years. On August 2, 2018, the Trust acquired one multi-tenant property in Etobicoke, Ontario for a total purchase price of $37,382 including transaction costs and capital commitment costs with a remaining lease term at acquisition of 7.5 years. On September 6, 2018, the Trust acquired one single-tenant property and one multi-tenant property in Columbus, Ohio, for a total purchase price of $81,195 including transaction costs with a combined remaining lease term at acquisition of 6.4 years. Subsequent to the quarter, on October 24, 2018, the Trust completed the acquisition of a 121,000 square foot single-tenant property in the Greater Montréal Area for a purchase price of $13.6 million, excluding transaction costs. There were no property acquisitions during the nine months ended September 30, Dispositions There were no dispositions during the nine months ended September 30, 2018 and September 30, Dream Industrial REIT 2018 Third Quarter Report 13

16 OUR FINANCING Our debt strategy includes managing our maturity schedule to help mitigate interest rate risk and limit exposure in any given year, as well as fixing the rates and extending loan terms as long as possible when interest rates are favourable. Summary of debt The key performance indicators in the management of our debt are as follows: September 30, 2018 December 31, 2017 Financing metrics Total debt $ 926,208 $ 889,796 Weighted average effective interest rate (1) 3.72% 3.88% Weighted average face interest rate (1) 3.62% 3.75% Interest coverage ratio (times) (2) year-to-date Net debt-to-adjusted EBITDA (years) (2) Level of debt (net debt-to-assets) (2) 44.3% 47.9% Liquidity metrics Maximum proportion of debt maturities and principal repayments due in any one year 17.7% (2021) 20.5% (2019) Weighted average term to maturity (years) Cash and cash equivalents $ 8,391 $ 54,651 Unencumbered assets (3) 209, ,191 Undrawn lines of credit 78, ,000 (1) Weighted average effective interest rate is calculated as the weighted average face rate of interest net of amortization of fair value adjustments and financing costs of all interest bearing debt. Weighted average face interest rate is calculated as the weighted average face interest rate of all interest bearing debt. (2) Interest coverage ratio, net debt-to-adjusted EBITDA and level of debt (net debt-to-assets) are non-gaap measures. The calculation of these measures is included under the heading Non-GAAP measures and other disclosures. (3) A description of unencumbered assets can be found under the heading Non-GAAP measures and other disclosures. Unencumbered assets includes property or properties held for sale. We currently use cash flow performance and debt level indicators to assess our ability to meet our financing obligations. Our current interest coverage ratio is 3.4 times, demonstrating our ability to more than adequately cover interest expense requirements. At September 30, 2018, our weighted average face rate of interest is 3.62% and, after accounting for market adjustments and financing costs, the weighted average effective interest rate for outstanding debt is 3.72%. Liquidity and capital resources Dream Industrial REIT s primary sources of capital are cash generated from operating activities, credit facilities, mortgage financing and refinancing, and equity and debt issues. Our primary uses of capital include the payment of distributions, costs of attracting and retaining tenants, recurring property maintenance, major property improvements, debt principal repayments, interest payments and property acquisitions. We expect to meet all of our ongoing obligations with current cash and cash equivalents, cash generated from operations, draws on the revolving credit facility, conventional mortgage refinancings and, as growth requires and when appropriate, new equity or debt issues. In our condensed consolidated financial statements, our current liabilities exceed our current assets by $100.4 million. Typically, real estate entities seek to address liquidity needs by having a balanced debt maturity schedule, undrawn credit facilities and a pool of unencumbered assets. We are able to use our revolving credit facility on short notice, which eliminates the need to hold a significant amount of cash and cash equivalents on hand. Working capital balances fluctuate significantly from period-to-period depending on the timing of receipts and payments. Scheduled principal repayments that are due within one year amount to $25.2 million, and debt maturities that are due within one year amount to $64.5 million. The debt maturities are typically refinanced with mortgages of terms between five and ten years. Amounts payable outstanding at the end of any reporting period depend primarily on the timing of leasing costs and capital expenditures incurred, as well as the impact of transaction costs incurred on any acquisitions or dispositions completed during the reporting period. Our unencumbered assets pool as at September 30, 2018 is $209.7 million. With our balanced debt maturity schedule, undrawn credit facility of $78.4 million, cash and cash equivalents of $8.4 million and unencumbered assets pool, we have sufficient liquidity and capital resources as at September 30, As at Dream Industrial REIT 2018 Third Quarter Report 14